Reach New Holdings Limited 新達控股有限公司 (Incorporated in the Cayman Islands with limited liability)

Transcription

1 Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated 30 June 2017 (the Prospectus ) issued by Reach New Holdings (the Company ). Hong Kong Exchanges and Clearing, The Stock Exchange of Hong Kong (the Stock Exchange ) and Hong Kong Securities Clearing Company ( HKSCC ) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Offer Shares have not been, and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ) or any state securities law in the United States. The securities may not be offered, sold, pledged or transferred within the United States except pursuant to registration or an exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There will be no public offer of securities of the Company in the United States. This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus for detailed information about the Share Offer described below before deciding whether or not to invest in the Offer Shares thereby being offered. 1

2 Reach New Holdings 新達控股有限公司 (Incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER Number of Offer Shares under the Share Offer : 200,000,000 Shares Number of Public Offer Shares : 20,000,000 Shares (subject to reallocation) Number of Placing Shares : 180,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$0.34 per Offer Share and expected to be not less than HK$0.26 per Offer Share (payable in full on application plus brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%, subject to refund) Nominal value : HK$0.01 per Share Stock code : 8471 Sole Sponsor Joint Bookrunners Joint Lead Managers Application has been made by the Company through its Sole Sponsor, Alliance Capital Partners, which is located at Room A, Wing On House, 71 Des Voeux Road Central, Central, Hong Kong, to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Share Offer, the Capitalisation Issue and upon the exercise of any options to be granted under the Share Option Scheme. Assuming the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Friday, 21 July 2017, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, 21 July The Share Offer comprises the Public Offer of 20,000,000 Public Offer Shares, representing 10% of the Offer Shares, and the Placing of 180,000,000 Placing Shares, representing 90% of the Offer Shares. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to reallocation as described in the section headed Structure and conditions of the Share Offer in the Prospectus. 2

3 Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Growth Enterprise Market of the Stock Exchange and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS. The Offer Price will not be more than HK$0.34 per Offer Share and is expected to be not less than HK$0.26 per Offer Share, unless otherwise announced. Applicants for the Public Offer Shares are required to pay in full, on application, the maximum Offer Price of HK$0.34 per Offer Share together with brokerage of 1%, the SFC transaction levy of % and the Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$0.34 per Offer Share. Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms. The Share Offer is conditional upon the fulfillment of the conditions as set out in the section headed Structure and conditions of the Share Offer in the Prospectus. If any of such conditions has not been fulfilled or waived by the Joint Bookrunners (for themselves and on behalf of the other Underwriters) in accordance with the terms and conditions of the Underwriting Agreements on or prior to the time(s) and date(s) specified therein, the Share Offer will lapse and the Stock Exchange will be notified immediately. Notice of lapse of the Share Offer will be published on the Stock Exchange s website at and the Company s website at the next business day following such lapse. In such event, all application monies will be refunded, without interest. Potential investors of the Offer Shares should note that the Joint Bookrunners are entitled, for themselves and on behalf of the other Underwriters, to terminate their obligations under the Underwriting Agreements by notice in writing at its opinion upon the occurrence of any of the events set forth in the section headed Underwriting Underwriting arrangements and expenses The Public Offer Grounds for termination in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. Friday, 21 July Applicants who would like to have the allotted Public Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the HK eipo White Form Service Provider at under the HK eipo White Form service. Applicants who would like to have the allotted Public Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS. 3

4 Copies of the Prospectus, together with the WHITE Application Forms, are available during normal business hours from 9:00 a.m. on Friday, 30 June 2017 to 12:00 noon on Friday, 7 July 2017 from: (1) the following addresses of the Public Offer Underwriters: Alliance Capital Partners Gransing Securities Co., Guotai Junan Securities (Hong Kong) Caitong International Securities Co., China Jianxin Financial Services Fulbright Securities Pacific Foundation Securities Quasar Securities Co., ZMF Asset Management Room A, Wing On House 71 Des Voeux Road Central, Central, Hong Kong 17/F, Hing Yip Commercial Centre Des Voeux Road Central, Hong Kong 27/F, Low Block, Grand Millennium Plaza, 181 Queen s Road Central, Hong Kong Unit , 24/F, Grand Millennium Plaza, 181 Queen s Road Central, Hong Kong Room 907, Wing On Centre, 111 Connaught Road Central, Hong Kong 33/F, Cosco Tower, Grand Millennium Plaza, 183 Queen s Road, Central, Hong Kong 11/F, New World Tower II, Queen s Road Central, Hong Kong Unit A, 12/F, Harbour Commercial Building, Connaught Road Central, Hong Kong Unit 2502, 25/F, World Wide House, 19 Des Voeux Road Central, Central, Hong Kong 4

5 (2) any of the following branches of Standard Chartered Bank (Hong Kong) : District Branch Name Address Hong Kong Island Des Voeux Road Branch Hennessy Road Branch Standard Chartered Bank Building, 4 4A, Des Voeux Road Central, Central 399 Hennessy Road, Wanchai Kowloon Mongkok Branch Shop B, G/F, 1/F & 2/F, Nathan Road, Mongkok Telford Gardens Branch Shop P9 12, Telford Centre, Telford Gardens, Tai Yip Street, Kwun Tong New Territories Metroplaza Branch Shop No. 175, Level 1, Metroplaza, 223 Hing Fong Road, Kwai Chung Copies of the Prospectus, together with the YELLOW Application Forms, are available during normal business hours from 9:00 a.m. on Friday, 30 June 2017 to 12:00 noon on Friday, 7 July 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker. Both WHITE or YELLOW Application Forms completed in all respects in accordance with the instructions printed thereon, together with cheques or banker s cashier orders attached and marked payable to HORSFORD NOMINEES LIMITED REACH NEW PUBLIC OFFER for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times: Friday, 30 June :00 a.m. to 5:00 p.m. Monday, 3 July :00 a.m. to 5:00 p.m. Tuesday, 4 July :00 a.m. to 5:00 p.m. Wednesday, 5 July :00 a.m. to 5:00 p.m. Thursday, 6 July :00 a.m. to 5:00 p.m. Friday, 7 July :00 a.m. to 12:00 noon Applicants applying through HK eipo White Form service may submit applications through the HK eipo White Form Service Provider at (24 hours daily, except on the last application day) from 9:00 a.m. on Friday, 30 June 2017 until 11:30 a.m. on Friday, 7 July 2017 or such later time as described in the section headed How to apply for Public Offer Shares 10. Effect of bad weather on the opening of the application lists in the Prospectus. The application for the Share Offer will commence on Friday, 30 June 2017 through Friday, 7 July 2017, being slightly longer than normal market practice of four days. The application monies (including the brokerages, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank on behalf of the Company and the refund monies, if any, 5

6 will returned to the applicants without interest on Thursday, 20 July Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Friday, 21 July CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, 30 June 2017 until 12:00 noon on Friday, 7 July 2017 (24 hours daily, except on the last application day) or such later time as described in the section headed How to apply for Public Offer Shares 10. Effect of bad weather on the opening of the application lists in the Prospectus. Please refer to the sections headed Structure and conditions of the Share Offer and How to apply for the Public Offer Shares in the Prospectus for details of the conditions and procedures of the Share Offer. The Offer Price is expected to be fixed by the Price Determination Agreement between the Company and the Joint Bookrunners (for themselves and on behalf of the other Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on Monday, 10 July 2017 or such later date as the Company and the Joint Bookrunners (for themselves and on behalf of the other Underwriters) may agree. If, for whatever reason, the Company and the Joint Bookrunners (for themselves and on behalf of the other Underwriters) are unable to reach any agreement on the Offer Price on the Price Determination Date, the Share Offer will not become unconditional and will lapse. In such event, the Company will issue an announcement on the Stock Exchange s website at and the Company s website at The Company expects to announce the final Offer Price, the indication of the level of interest in the Placing, the level of applications of the Public Offer and the basis of allocation of the Public Offer Shares on Thursday, 20 July 2017 on the on the Stock Exchange s website at and the Company s website at Results of allocations in the Public Offer with the Hong Kong identity card/passport/hong Kong business registration numbers of successful applicants (where applicable) for the Public Offer will be made available in the manner specified in the section headed How to apply for Public Offer Shares 11. Publication of results in the Prospectus on Thursday, 20 July No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Assuming that the Share Offer becomes unconditional in all respects and the Underwriting Agreements are not terminated in accordance with their respective terms at or before 8:00 a.m. on Friday, 21 July 2017, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, 21 July The Shares will be traded in board lots of 10,000 Shares. The stock code of the Shares is Hong Kong, 30 June 2017 By order of the Board Reach New Holdings Lam Cheung Chuen Chairman and non-executive Director 6

7 As at the date of this announcement, Mr. Lam Cheung Chuen as chairman and non-executive Director, Mr. Lam Kai Yuen as executive Director and chief executive officer, and Mr. Lam Kai Cheong as executive Director, and Mr. Moy Yee Wo, Matthew, Mrs. So Chan Wai Hang (also known as Ms. Chan Wai Hang) and Mr. Ho Yuk Hay as independent non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. This announcement and a copy of the Prospectus will remain on the GEM s website at and the Stock Exchange s website at and, in the case of the announcement, on the Latest Company Announcements page for at least 7 days from the day of its posting. This announcement and a copy of the Prospectus will also be published on the Company s website at 7